x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2012. | ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 31-0595760 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
| |
1221 Broadway | |
Oakland, California | 94612-1888 |
(Address of principal executive offices) | (Zip code) |
(510)
271-7000 |
||
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:
Large accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ |
Smaller Reporting Company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of October 31, 2012, there were 130,469,074 shares outstanding of the registrant's common stock ($1.00 - par value).
The Clorox Company
Condensed
Consolidated Statements of Earnings and Comprehensive Income (Unaudited)
(In
millions, except share and per share amounts)
Three Months Ended | |||||||
9/30/2012 | 9/30/2011 | ||||||
Net sales | $ | 1,338 | $ | 1,305 | |||
Cost of products sold | 764 | 759 | |||||
Gross profit | 574 | 546 | |||||
Selling and administrative expenses | 195 | 190 | |||||
Advertising costs | 122 | 118 | |||||
Research and development costs | 30 | 28 | |||||
Interest expense | 33 | 29 | |||||
Other income, net | - | (6 | ) | ||||
Earnings before income taxes | 194 | 187 | |||||
Income taxes | 61 | 57 | |||||
Net earnings | $ | 133 | $ | 130 | |||
Net earnings per share | |||||||
Basic | $ | 1.02 | $ | 0.99 | |||
Diluted | $ | 1.01 | $ | 0.98 | |||
Weighted average shares outstanding (in thousands) | |||||||
Basic | 130,268 | 131,968 | |||||
Diluted | 131,702 | 133,611 | |||||
Dividend declared per share | $ | 0.64 | $ | 0.60 | |||
Comprehensive income | $ | 160 | $ | 66 |
See Notes to Condensed Consolidated Financial Statements
3
The Clorox Company
Condensed Consolidated Balance Sheets
(In millions, except share and per share
amounts)
9/30/2012 | 6/30/2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 667 | $ | 267 | |||
Receivables, net | 503 | 576 | |||||
Inventories, net | 421 | 384 | |||||
Other current assets | 154 | 149 | |||||
Total current assets | 1,745 | 1,376 | |||||
Property, plant and equipment, net of accumulated depreciation | |||||||
of $1,834 and $1,804, respectively | 1,098 | 1,081 | |||||
Goodwill | 1,123 | 1,112 | |||||
Trademarks, net | 556 | 556 | |||||
Other intangible assets, net | 83 | 86 | |||||
Other assets | 142 | 144 | |||||
Total assets | $ | 4,747 | $ | 4,355 | |||
LIABILITIES AND STOCKHOLDERS DEFICIT | |||||||
Current liabilities | |||||||
Notes and loans payable | $ | 2 | $ | 300 | |||
Current maturities of long-term debt | 850 | 850 | |||||
Accounts payable | 388 | 412 | |||||
Accrued liabilities | 458 | 494 | |||||
Income taxes payable | 27 | 5 | |||||
Total current liabilities | 1,725 | 2,061 | |||||
Long-term debt | 2,169 | 1,571 | |||||
Other liabilities | 738 | 739 | |||||
Deferred income taxes | 135 | 119 | |||||
Total liabilities | 4,767 | 4,490 | |||||
Contingencies | |||||||
Stockholders deficit | |||||||
Preferred stock: $0.001 par value; 5,000,000 shares authorized; none | |||||||
issued or outstanding | - | - | |||||
Common stock: $1.00 par value; 750,000,000 shares authorized; 158,741,461 shares | |||||||
issued at September 30, 2012 and June 30, 2012; and 130,318,916 and 129,562,082 | |||||||
shares outstanding at September 30, 2012 and June 30, 2012, respectively | 159 | 159 | |||||
Additional paid-in capital | 631 | 633 | |||||
Retained earnings | 1,395 | 1,350 | |||||
Treasury shares, at cost: 28,422,545 and 29,179,379 shares | |||||||
at September 30, 2012 and June 30, 2012, respectively | (1,836 | ) | (1,881 | ) | |||
Accumulated other comprehensive net losses | (369 | ) | (396 | ) | |||
Stockholders deficit | (20 | ) | (135 | ) | |||
Total liabilities and stockholders deficit | $ | 4,747 | $ | 4,355 |
See Notes to Condensed Consolidated Financial Statements
4
The Clorox Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions)
Three Months Ended | ||||||||
9/30/2012 | 9/30/2011 | |||||||
Operating activities: | ||||||||
Net earnings | $ | 133 | $ | 130 | ||||
Adjustments to reconcile earnings from operations: | ||||||||
Depreciation and amortization | 44 | 46 | ||||||
Share-based compensation | 8 | 5 | ||||||
Deferred income taxes | 15 | 5 | ||||||
Other | 17 | 9 | ||||||
Changes in: | ||||||||
Receivables, net | 80 | 79 | ||||||
Inventories, net | (32 | ) | (31 | ) | ||||
Other current assets | 1 | (2 | ) | |||||
Accounts payable and accrued liabilities | (68 | ) | (114 | ) | ||||
Income taxes payable | 10 | 4 | ||||||
Net cash provided by operations | 208 | 131 | ||||||
Investing activities: | ||||||||
Capital expenditures | (54 | ) | (37 | ) | ||||
Net cash used for investing activities | (54 | ) | (37 | ) | ||||
Financing activities: | ||||||||
Notes and loans payable, net | (297 | ) | (22 | ) | ||||
Long-term debt borrowings, net of issuance costs | 594 | - | ||||||
Treasury stock purchased | - | (9 | ) | |||||
Cash dividends paid | (83 | ) | (79 | ) | ||||
Issuance of common stock for employee stock plans and other | 28 | 33 | ||||||
Net cash provided by (used for) financing activities | 242 | (77 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents | 4 | (6 | ) | |||||
Net increase in cash and cash equivalents | 400 | 11 | ||||||
Cash and cash equivalents: | ||||||||
Beginning of period | 267 | 259 | ||||||
End of period | $ | 667 | $ | 270 |
See Notes to Condensed Consolidated Financial Statements
5
The Clorox Company
Notes to Condensed Consolidated
Financial Statements
(In millions, except share and per
share amounts)
NOTE 1. INTERIM FINANCIAL STATEMENTS
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2012 and 2011, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its subsidiaries (the Company) for the periods presented. The results for the interim period ended September 30, 2012, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2013, or for any future period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Companys Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2012, which includes a complete set of footnote disclosures, including the Companys significant accounting policies.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ materially from estimates and assumptions made.
NOTE 2. INVENTORIES, NET
Inventories, net, consisted of the following as of:
9/30/2012 | 6/30/2012 | |||||||
Finished goods | $ | 347 | $ | 307 | ||||
Raw materials and packaging | 123 | 120 | ||||||
Work in process | 4 | 4 | ||||||
LIFO allowances | (42 | ) | (37 | ) | ||||
Allowances for obsolescence | (11 | ) | (10 | ) | ||||
Total | $ | 421 | $ | 384 |
NOTE 3. OTHER LIABILITIES
Other liabilities consisted of the following as of:
9/30/2012 | 6/30/2012 | |||||
Employee benefit obligations | $ | 324 | $ | 312 | ||
Venture agreement net terminal obligation | 282 | 281 | ||||
Taxes | 68 | 82 | ||||
Other | 64 | 64 | ||||
Total | $ | 738 | $ | 739 |
NOTE 4. DEBT
In September 2012, the Company issued $600 of senior notes with an annual fixed interest rate of 3.05% under its existing shelf registration statement. The notes are payable semi-annually in March and September and have a maturity date of September 15, 2022. Net proceeds were used to repay commercial paper and all of the Companys $350 senior notes with an annual fixed interest rate of 5.45% upon maturity in October 2012. The notes rank equally with all of the Companys existing and future senior indebtedness.
6
NOTE 5. NET EARNINGS PER SHARE
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net earnings per share (EPS) to those used to calculate diluted net EPS:
Three Months Ended | ||||
9/30/2012 | 9/30/2011 | |||
Basic | 130,268 | 131,968 | ||
Dilutive effect of stock options and other | 1,434 | 1,643 | ||
Diluted | 131,702 | 133,611 |
During the three months ended September 30, 2012 and 2011, the Company included all stock options to purchase shares of the Companys common stock in the calculations of diluted net EPS because the average market price of all outstanding grants was greater than the exercise price.
NOTE 6. COMPREHENSIVE INCOME
Comprehensive income is defined as net earnings and other changes in stockholders deficit from transactions and other events from sources other than stockholders. Comprehensive income was as follows:
Three Months Ended | ||||||||
9/30/2012 | 9/30/2011 | |||||||
Net earnings | $ | 133 | 130 | |||||
Other comprehensive income (losses), net of tax: | ||||||||
Foreign currency translation adjustments | 27 | (39 | ) | |||||
Net derivative adjustments | (1 | ) | (23 | ) | ||||
Pension and postretirement benefit adjustments | 1 | (2 | ) | |||||
Total | $ | 160 | $ | 66 |
NOTE 7. INCOME TAXES
In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The effective tax rate on earnings before income taxes was 31.6% and 30.5% for the three months ended September 30, 2012 and 2011, respectively. The lower tax rate for the three months ended September 30, 2011 was primarily due to lower tax on foreign earnings. The current and prior year periods also reflect benefits from tax settlements.
The balance of unrecognized tax benefits as of September 30, 2012 and June 30, 2012, included potential benefits of $55 and $56, respectively, which, if recognized, would affect the effective tax rate on earnings.
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The total balance of accrued interest and penalties related to uncertain tax positions was $7 as of both September 30, 2012 and June 30, 2012. Interest and penalties included in income tax expense resulted in net benefits of $6 and $1 for the three months ended September 30, 2012 and 2011, respectively.
7
NOTE 7. INCOME TAXES (Continued)
The Company files income tax returns in U.S. federal and various state, local and foreign jurisdictions. The federal statute of limitations has expired for all tax years through June 30, 2008. Various income tax returns in state and foreign jurisdictions are currently in the process of examination.
Certain issues relating to fiscal years 1996 through 2000 were effectively settled by the Company and the Canadian Revenue Agency during the quarter ended September 30, 2012, resulting in a net benefit of tax and interest of $7. No tax benefits had previously been recognized for these issues in the Companys consolidated financial statements.
NOTE 8. RETIREMENT INCOME AND HEALTH CARE BENEFIT PLANS
The following table summarizes the components of net periodic benefit cost for the Companys retirement income plan:
Three Months Ended | ||||||||
9/30/2012 | 9/30/2011 | |||||||
Service cost | $ | 1 | $ | 1 | ||||
Interest cost | 6 | 7 | ||||||
Expected return on plan assets | (7 | ) | (8 | ) | ||||
Amortization of unrecognized items | 2 | 2 | ||||||
Total | $ | 2 | $ | 2 |
The net periodic benefit cost for the Companys retirement health care plans was $0 and $1 for the three months ended September 30, 2012 and 2011, respectively.
NOTE 9. CONTINGENCIES AND GUARANTEES
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company had a recorded liability of $14 as of both September 30, 2012 and June 30, 2012, for its share of aggregate future remediation costs related to these matters. One matter in Dickinson County, Michigan, for which the Company is jointly and severally liable, accounted for a substantial majority of the recorded liability as of both September 30, 2012 and June 30, 2012. The Company has agreed to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing arrangement with a third party. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Currently, the Company cannot accurately predict the timing of future payments that may be made under this obligation. In addition, the Companys estimated loss exposure is sensitive to a variety of uncertain factors, including the efficacy of remediation efforts, changes in remediation requirements and the future availability of alternative clean-up technologies. Although it is possible that the Companys exposure may exceed the amount recorded, any amount of such additional exposures, or range of exposures, is not estimable at this time.
8
NOTE 9. CONTINGENCIES AND GUARANTEES (Continued)
On October 9, 2012, an appellate court hearing was re-convened from an August 2012 continuance in a lawsuit pending in Brazil against the Company and one of its wholly-owned subsidiaries, The Glad Products Company (Glad), which resulted in an unfavorable decision against the Company and Glad. The pending lawsuit was initially filed in a Brazilian lower court in 2002 by two Brazilian companies and one Uruguayan company (collectively Petroplus) related to joint venture agreements for the distribution of STP auto-care products in Brazil with three companies that became subsidiaries of the Company as a result of the Companys merger with First Brands Corporation in January 1999 (collectively, Clorox Subsidiaries). The pending lawsuit seeks indemnification for damages and losses for alleged breaches of the joint venture agreements and abuse of economic power by the Company and Glad. Petroplus had previously unsuccessfully raised the same claims and sought damages from the Company and the Clorox Subsidiaries in an International Chamber of Commerce (ICC) arbitration proceeding in Miami filed in 2001. The ICC arbitration panel unanimously ruled against Petroplus in numerous rulings in 2001 through 2003, reaching a final decision against Petroplus in November 2003 (Final ICC Arbitration Award). The Final ICC Arbitration Award was ratified by the Superior Court of Justice of Brazil in May 2007 (Foreign Judgment), and the United States District Court for the Southern District of Florida subsequently confirmed the Final ICC Arbitration Award and recognized and adopted the Foreign Judgment as a judgment of the United States District Court for the Southern District of Florida (U.S. Judgment). Despite this, in March 2008 a Brazilian lower court ruled against the Company and Glad in the pending lawsuit and awarded Petroplus R$23 ($13) plus interest. The value of that judgment, including interest and foreign exchange fluctuation as of September 30, 2012, was approximately $34.
Because the Final ICC Arbitration Award, the Foreign Judgment and the U.S. Judgment relate to the same claims as those in the pending lawsuit, the Company believes that Petroplus is precluded from re-litigating these claims. Prior to the recent appellate court hearing, the Company viewed a potential loss in excess of amounts accrued in connection with this matter as remote. Based on the unfavorable appellate court decision, the Company now believes that it is reasonably possible that a loss could be incurred in this matter in excess of amounts accrued, although it is unable to reasonably estimate the amount of any such additional loss. The Company continues to believe that its defenses are meritorious, and plans to appeal the decision to one or both of the highest courts of Brazil, which could take years to resolve. Expenses related to this litigation and any potential additional loss would be reflected in Discontinued Operations, consistent with the Companys classification of expenses related to its discontinued Brazil operations.
Glad and the Clorox Subsidiaries have also filed separate lawsuits against Petroplus alleging misuse of the STP trademark and related matters, which are currently pending before Brazilian courts.
The Company is subject to various other lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, and employee and other matters. Based on the Companys analysis of these claims and litigation, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for or disclosed, will not have a material adverse effect, individually or in the aggregate, on the Companys consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, individually or in the aggregate, on the Companys consolidated financial statements taken as a whole.
As of September 30, 2012, the Company was a party to a letter of credit of $14, primarily related to one of its insurance carriers.
The Company had not recorded any liabilities on the aforementioned guarantees as of September 30, 2012.
9
NOTE 10. SEGMENT RESULTS
The Company operates through strategic business units that are aggregated into four reportable segments: Cleaning, Household, Lifestyle and International.
Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate. Corporate assets include cash and cash equivalents, other investments and deferred taxes.
The table below presents reportable segment information and a reconciliation of the segment information to the Companys consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the operating segments reflected in Corporate.
Net sales | Earnings (losses) before income taxes | |||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
9/30/2012 | 9/30/2011 | 9/30/2012 | 9/30/2011 | |||||||||||
Cleaning | $ | 472 | $ | 439 | $ | 120 | $ | 108 | ||||||
Household | 355 | 366 | 50 | 42 | ||||||||||
Lifestyle | 208 | 206 | 56 | 55 | ||||||||||
International | 303 | 294 | 28 | 40 | ||||||||||
Corporate | - | - | (60 | ) | (58 | ) | ||||||||
Total Company | $ | 1,338 | $ | 1,305 | $ | 194 | $ | 187 |
All intersegment sales are eliminated and are not included in the Companys reportable segments net sales.
Net sales to the Companys largest customer, Wal-Mart Stores, Inc. and its affiliates, as a percentage of consolidated net sales, was 27% for both the three months ended September 30, 2012 and 2011.
10
NOTE 11. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that financial assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active
markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data.
Level 3: Unobservable inputs reflecting the
reporting entitys own assumptions.
As of September 30, 2012 and June 30, 2012, the Companys financial assets and liabilities that were measured at fair value on a recurring basis during the year included derivative financial instruments, which were all level 2.
Financial Risk Management and Derivative Instruments
The Company is exposed to certain commodity, interest rate and foreign currency risks relating to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.
Commodity Price Risk Management
The Company may use commodity exchange traded futures and over-the-counter swap contracts to fix the price of a portion of its forecasted raw material requirements. Contract maturities, which are generally no longer than 18 months, are matched to the length of the raw material purchase contracts. Commodity purchase contracts are measured at fair value using market quotations obtained from commodity derivative dealers.
As of September 30, 2012, the net notional value of commodity derivatives was $45, of which $18 related to jet fuel, $25 related to soybean oil and $2 related to crude oil. As of June 30, 2012, the net notional value of commodity derivatives was $39, of which $22 related to jet fuel, $14 related to soybean oil and $3 related to crude oil.
Interest Rate Risk Management
The Company may enter into over-the-counter interest rate forward contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate forward contracts generally have durations of less than twelve months. The interest rate contracts are measured at fair value using information quoted by U.S. government bond dealers. During the three months ended September 30, 2012, the Company paid $4 to settle interest rate forward contracts, which was reflected in operating cash flows.
As of September 30, 2012 and June 30, 2012, the net notional value of interest rate forward contracts was $0 and $250, respectively. The contracts outstanding as of June 30, 2012 were related to the anticipated issuance of long-term debt issued in September 2012.
Foreign Currency Risk Management
The Company may also enter into certain over-the-counter foreign currency-related derivative contracts to manage a portion of the Companys foreign exchange risk associated with the purchase of inventory and certain intercompany transactions between subsidiaries in Canada and the U.S. These foreign currency contracts generally have durations no longer than twelve months. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.
The net notional values of outstanding foreign currency forward contracts used by the Companys subsidiaries in Canada, Australia and New Zealand to hedge forecasted purchases of inventory were $36, $23 and $3, respectively, as of September 30, 2012, and $28, $0 and $0, respectively, as of June 30, 2012. The net notional value of outstanding foreign currency forward contracts used by the Company to economically hedge foreign exchange risk associated with certain intercompany transactions was $17 as of both September 30, 2012 and June 30, 2012.
11
NOTE 11. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Continued)
Counterparty Risk Management
Certain terms of the agreements governing the Companys over-the-counter derivative instruments require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. The $1 and $4 of derivative instruments in accrued liabilities as of September 30, 2012 and June 30, 2012, respectively, contain such terms. As of September 30, 2012, the Company was not required to post any collateral.
Certain terms of the agreements governing the over-the-counter derivative instruments contain provisions that require the credit ratings, as assigned by Standard & Poors and Moodys to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Companys credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of September 30, 2012, the Company and each of its counterparties maintained investment grade ratings with both Standard & Poors and Moodys.
Fair Value of Derivative Instruments
The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as an accounting hedge, and, if so, on the type of the hedging relationship. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument as a fair value hedge or a cash flow hedge. The Company designates its commodity forward and future contracts for forecasted purchases of raw materials, interest rate forward contracts for forecasted interest payments, and foreign currency forward contracts for forecasted purchases of inventory as cash flow hedges. The Company does not designate its foreign currency forward contracts for intercompany transactions as accounting hedges. During the three months ended September 30, 2012 and 2011, the Company had no hedging instruments designated as fair value hedges.
The Companys derivative instruments designated as hedging instruments were recorded at fair value in the condensed consolidated balance sheets as follows:
Balance Sheet classification | 9/30/2012 | 6/30/2012 | ||||||
Assets | ||||||||
Commodity purchase contracts | Other current assets | $ | 1 | $ | - | |||
Foreign exchange contracts | Other current assets | - | 1 | |||||
$ | 1 | $ | 1 | |||||
Liabilities | ||||||||
Foreign exchange contracts | Accrued liabilities | $ | 1 | $ | - | |||
Interest rate contracts | Accrued liabilities | - | 3 | |||||
Commodity purchase contracts | Accrued liabilities | - | 1 | |||||
$ | 1 | $ | 4 |
12
NOTE 11. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Continued)
The Companys derivative instruments not designated as accounting hedges were recorded at fair value in the consolidated balance sheets as follows:
Balance Sheet classification | 9/30/2012 | 6/30/2012 | ||||||
Assets | ||||||||
Foreign exchange contracts | Other current assets | $ | 1 | $ | - |
For derivative instruments designated and qualifying as cash flow hedges, the effective portion of gains or losses is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The estimated amount of the existing net loss in OCI as of September 30, 2012, expected to be reclassified into earnings within the next twelve months is $3. Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the three months ended September 30, 2012 and 2011, hedge ineffectiveness was not material. The Company de-designates cash flow hedge relationships whenever it determines that the hedge relationships are no longer highly effective or that the forecasted transaction is no longer probable. The portion of gains or losses on the derivative instrument previously accumulated in OCI for de-designated hedges remains in accumulated OCI until the forecasted transaction is recognized in earnings, or is recognized in earnings immediately if the forecasted transaction is no longer probable. Changes in the value of derivative instruments not designated as accounting hedges are recorded in other income, net.
The effects of derivative instruments designated as hedging instruments on OCI and the condensed consolidated statements of earnings and comprehensive income were as follows:
Three Months Ended | ||||||||||||||||
(Loss) gain recognized in OCI | (Loss) gain reclassified from OCI and recognized in earnings | |||||||||||||||
Cash flow hedges | 9/30/2012 | 9/30/2011 | 9/30/2012 | 9/30/2011 | ||||||||||||
Commodity purchase contracts | $ | 2 | $ | (2 | ) | $ | - | $ | (1 | ) | ||||||
Interest rate contracts | (1 | ) | (37 | ) | (1 | ) | - | |||||||||
Foreign exchange contracts | (2 | ) | 3 | - | 1 | |||||||||||
Total | $ | (1 | ) | $ | (36 | ) | $ | (1 | ) | $ | - |
The gains and losses reclassified from OCI and recognized in earnings during the three months ended September 30, 2012 and 2011 for commodity purchase contracts and foreign exchange contracts were included in cost of products sold. The losses reclassified from OCI and recognized in earnings during the three months ended September 30, 2012 for interest rate contracts were included in interest expense.
The gain from derivatives not designated as accounting hedges was $1 and $0 for the three months ended September 30, 2012 and 2011, respectively, and was reflected in other income, net.
Other
The carrying values of cash and cash equivalents, accounts receivable, notes and loans payable and accounts payable approximate their fair values as of September 30, 2012 and June 30, 2012, due to their short maturity and nature. The estimated fair value of long-term debt, including current maturities, was $3,232 and $2,606 as of September 30, 2012 and June 30, 2012, respectively. The fair value of long-term debt was determined using secondary market prices quoted by corporate bond dealers, and was classified as level 2. The Company accounts for its long-term debt at face value, net of any unamortized discounts or premiums.
13
The Clorox
Company
(Dollars in millions, except per
share amounts)
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of the Companys financial statements with a narrative from the perspective of management on the Companys financial condition, results of operations, liquidity and certain other factors that may affect future results. The following discussion of the Companys financial condition and results of operations should be read in conjunction with MD&A and consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which was filed with the Securities and Exchange Commission (SEC) on August 24, 2012, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q. Unless otherwise noted, MD&A compares the three months ended September 30, 2012 (the current period) to the three months ended September 30, 2011 (the prior period) using percentages and basis point changes calculated on a rounded basis.
The following sections are included herein:
OVERVIEW
The Clorox Company (the Company or Clorox) is a leading manufacturer and marketer of consumer and professional products with approximately 8,400 employees worldwide as of September 30, 2012. Clorox sells its products primarily through mass merchandisers, grocery stores, other retail outlets, distributors and medical supply providers. Clorox markets some of consumers most trusted and recognized brand names, including its namesake bleach and cleaning products, Clorox Healthcare, HealthLink®, Aplicare® and Dispatch® products, Green Works® naturally derived home care products, Pine-Sol® cleaners, Poett® home care products, Fresh Step® cat litter, Glad® bags, wraps and containers, Kingsford® charcoal, Hidden Valley® and K C Masterpiece® dressings and sauces, Brita® water-filtration products, and Burts Bees® and güd® natural personal care products. The Company manufactures products in more than two dozen countries and markets them in more than 100 countries.
The Company primarily markets its leading brands in midsized categories considered to have attractive economic profit potential. Most of the Companys products compete with other nationally advertised brands within each category and with private label brands.
The Company operates through strategic business units that are aggregated into four reportable segments: Cleaning, Household, Lifestyle and International.
14
15
Three Months Ended | % of Net Sales | ||||||||||||||
9/30/2012 | 9/30/2011 | % Change | 9/30/2012 | 9/30/2011 | |||||||||||
Diluted net earnings per share | $ | 1.01 | $ | 0.98 | 3 | % | |||||||||
Net sales | $ | 1,338 | $ | 1,305 | 3 | % | 100 | % | 100 | % | |||||
Gross profit | 574 | 546 | 5 | 42.9 | 41.8 | ||||||||||
Selling and administrative expenses | 195 | 190 | 3 | 14.6 | 14.6 | ||||||||||
Advertising costs | 122 | 118 | 3 | 9.1 | 9.0 | ||||||||||
Research and development costs | 30 | 28 | 7 | 2.2 | 2.1 |
Three Months Ended | |||||||||
9/30/2012 | 9/30/2011 | % Change | |||||||
Net sales | $ | 472 | $ | 439 | 8 | % | |||
Earnings before income taxes | 120 | 108 | 11 |
Three Months Ended | |||||||||
9/30/2012 | 9/30/2011 | % Change | |||||||
Net sales | $ | 355 | $ | 366 | (3 | )% | |||
Earnings before income taxes | 50 | 42 | 19 |
Three Months Ended | |||||||||
9/30/2012 | 9/30/2011 | % Change | |||||||
Net sales | $ | 208 | $ | 206 | 1 | % | |||
Earnings before income taxes | 56 | 55 | 2 |
Three Months Ended | |||||||||
9/30/2012 | 9/30/2011 | % Change | |||||||
Net sales | $ | 303 | $ | 294 | 3 | % | |||
Earnings before income taxes | 28 | 40 | (30 | ) |
Three Months Ended | |||||||||
9/30/2012 | 9/30/2011 | % Change | |||||||
Losses before income taxes | $ | 60 | $ | 58 | 3 | % |
Credit Arrangements
As of September 30, 2012, the Company had a $1.1 billion revolving credit agreement with an expiration date of May 2017. There were no borrowings under the agreement, and the Company believes that borrowings under the revolving credit facility are and will continue to be available for general corporate purposes. The agreement includes certain restrictive covenants and limitations. The primary restrictive covenant is a maximum ratio of total debt to earnings before interest, taxes, depreciation, amortization and other items (EBITDA) for the trailing four quarters (EBITDA ratio), as defined in the Companys revolving credit agreement, of 3.50. EBITDA, as defined, includes adjustments to exclude results from discontinued operations, and may not be comparable to similarly titled measures used by other entities.
The following table sets forth the calculation of the EBITDA ratio as of September 30, using EBITDA for the trailing four quarters, as contractually defined in the periods presented:
2012 | 2011 | |||||
Net earnings | $ | 546 | $ | 471 | ||
Add back: | ||||||
Interest expense | 129 | 120 | ||||
Income tax expense | 252 | 413 | ||||
Depreciation and amortization | 176 | 174 | ||||
Goodwill impairment charge | - | 258 | ||||
Deduct: | ||||||
Interest income | 2 | 3 | ||||
Gain on sale | - | 326 | ||||
EBITDA | $ | 1,101 | $ | 1,107 | ||
Total debt | $ | 3,021 | $ | 2,562 | ||
EBITDA ratio | 2.74 | 2.31 |
The Company is in compliance with all restrictive covenants and limitations as of September 30, 2012. The Company anticipates being in compliance with all restrictive covenants for the foreseeable future. The Company continues to monitor the financial markets and assess its ability to fully draw on its revolving credit facility, and currently expects that any drawing on the facility will be fully funded.
The Company had $45 of foreign and other credit lines as of September 30, 2012, of which $38 was available for borrowing.
CONTINGENCIES
The Company is involved in certain environmental matters, including response actions at various locations. The Company had a recorded liability of $14 as of both September 30, 2012 and June 30, 2012, for its share of aggregate future remediation costs related to these matters. One matter in Dickinson County, Michigan, for which the Company is jointly and severally liable, accounted for a substantial majority of the recorded liability as of both September 30, 2012 and June 30, 2012. The Company has agreed to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing arrangement with a third party. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Currently, the Company cannot accurately predict the timing of future payments that may be made under this obligation. In addition, the Companys estimated loss exposure is sensitive to a variety of uncertain factors, including the efficacy of remediation efforts, changes in remediation requirements and the future availability of alternative clean-up technologies. Although it is possible that the Companys exposure may exceed the amount recorded, any amount of such additional exposures, or range of exposures, is not estimable at this time.
19
On October 9, 2012, an appellate court hearing was re-convened from an August 2012 continuance in a lawsuit pending in Brazil against the Company and one of its wholly-owned subsidiaries, The Glad Products Company (Glad), which resulted in an unfavorable decision against the Company and Glad. The pending lawsuit was initially filed in a Brazilian lower court in 2002 by two Brazilian companies and one Uruguayan company (collectively Petroplus) related to joint venture agreements for the distribution of STP auto-care products in Brazil with three companies that became subsidiaries of the Company as a result of the Companys merger with First Brands Corporation in January 1999 (collectively, Clorox Subsidiaries). The pending lawsuit seeks indemnification for damages and losses for alleged breaches of the joint venture agreements and abuse of economic power by the Company and Glad. Petroplus had previously unsuccessfully raised the same claims and sought damages from the Company and the Clorox Subsidiaries in an International Chamber of Commerce (ICC) arbitration proceeding in Miami filed in 2001. The ICC arbitration panel unanimously ruled against Petroplus in numerous rulings in 2001 through 2003, reaching a final decision against Petroplus in November 2003 (Final ICC Arbitration Award). The Final ICC Arbitration Award was ratified by the Superior Court of Justice of Brazil in May 2007 (Foreign Judgment), and the United States District Court for the Southern District of Florida subsequently confirmed the Final ICC Arbitration Award and recognized and adopted the Foreign Judgment as a judgment of the United States District Court for the Southern District of Florida (U.S. Judgment). Despite this, in March 2008 a Brazilian lower court ruled against the Company and Glad in the pending lawsuit and awarded Petroplus R$23 ($13) plus interest. The value of that judgment, including interest and foreign exchange fluctuation as of September 30, 2012, was approximately $34.
Because the Final ICC Arbitration Award, the Foreign Judgment and the U.S. Judgment relate to the same claims as those in the pending lawsuit, the Company believes that Petroplus is precluded from re-litigating these claims. Prior to the recent appellate court hearing, the Company viewed a potential loss in excess of amounts accrued in connection with this matter as remote. Based on the unfavorable appellate court decision, the Company now believes that it is reasonably possible that a loss could be incurred in this matter in excess of amounts accrued, although it is unable to reasonably estimate the amount of any such additional loss. The Company continues to believe that its defenses are meritorious, and plans to appeal the decision to one or both of the highest courts of Brazil, which could take years to resolve. Expenses related to this litigation and any potential additional loss would be reflected in Discontinued Operations, consistent with the Companys classification of expenses related to its discontinued Brazil operations.
Glad and the Clorox Subsidiaries have also filed separate lawsuits against Petroplus alleging misuse of the STP trademark and related matters, which are currently pending before Brazilian courts.
The Company is subject to various other lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, and employee and other matters. Based on the Companys analysis of these claims and litigation, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for or disclosed, will not have a material adverse effect, individually or in the aggregate, on the Companys consolidated financial statements taken as a whole.
OFF-BALANCE SHEET ARRANGEMENTS
In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, individually or in the aggregate, on the Companys consolidated financial statements taken as a whole.
As of September 30, 2012, the Company was a party to a letter of credit of $14, primarily related to one of its insurance carriers.
The Company had not recorded any liabilities on the aforementioned guarantees as of September 30, 2012.
20
Cautionary Statement
This Quarterly Report on Form 10-Q (this Report), including the exhibits hereto and the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and such forward-looking statements involve risks and uncertainties. Except for historical information, matters discussed below, including statements about future volume, sales, costs, cost savings, earnings, cash flows, plans, objectives, expectations, growth, or profitability, are forward-looking statements based on managements estimates, assumptions and projections. Words such as will, could, may, expects, anticipates, targets, goals, projects, intends, plans, believes, seeks, estimates, and variations on such words, and similar expressions, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed below. Important factors that could affect performance and cause results to differ materially from managements expectations are described in the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report on Form 10-K for the fiscal year ended June 30, 2012, as updated from time to time in the Companys Securities and Exchange Commission (SEC) filings. These factors include, but are not limited to the Companys costs, including volatility and increases in commodity costs such as resin, diesel, chlor-alkali, sodium hypochlorite, high-strength bleach, agricultural commodities and other raw materials; increases in energy costs; the ability of the Company to implement and generate expected savings from its programs to reduce costs, including its supply chain restructuring and other restructuring plans; supply disruptions or any future supply constraints that may affect key commodities or product inputs; risks inherent in relationships with suppliers, including sole-source or single-source suppliers; risks related to the handling and/or transportation of hazardous substances, including, but not limited to, chlorine; the success of the Companys strategies; the ability to manage and realize the benefits of joint ventures and other cooperative relationships, including the Companys joint venture regarding the Companys Glad® plastic bags, wraps and containers business, and the agreements relating to the provision of information technology, procure to pay and other key services by third parties; risks relating to acquisitions, mergers and divestitures, and the costs associated therewith; risks inherent in maintaining an effective system of internal controls, including the potential impact of acquisitions or the use of third-party service providers, and the need to refine controls to adjust for accounting, financial reporting and other organizational changes or business conditions; the ability of the Company to successfully manage tax, regulatory, product liability, intellectual property, environmental and other legal matters, including the risk resulting from joint and several liability for environmental contingencies and risks inherent in litigation, including class action litigation and International litigation; risks related to maintaining and updating the Companys information systems, including potential disruptions, costs and the ability of the Company to implement adequate information systems in order to support the current business and to support the Companys potential growth; the ability of the Company to develop commercially successful products that delight the consumer; consumer and customer reaction to price changes; actions by competitors; risks related to customer concentration; customer-specific ordering patterns and trends; risks arising out of natural disasters; the impact of disease outbreaks or pandemics on the Companys, suppliers or customers operations; changes in the Companys tax rate; unfavorable worldwide, regional or local general economic and marketplace conditions and events, including consumer confidence and consumer spending levels, the rate of economic growth, the rate of inflation or deflation, and the financial condition of the Companys customers, suppliers and service providers; foreign currency exchange rate fluctuations and other risks of international operations, including government-imposed price controls; unfavorable political conditions in the countries where we do business and other operational risks in such countries; the impact of the volatility of the debt and equity markets on the Companys cost of borrowing, cost of capital and access to funds, including commercial paper and the Companys credit facility; risks relating to changes in the Companys capital structure, including risks related to the Companys ability to implement share repurchase plans and the impact thereof on the Companys capital structure and earnings per share; the impact of any unanticipated restructuring or asset-impairment charges and the ability of the Company to successfully implement restructuring plans; risks arising from declines in cash flow, whether resulting from declining sales, declining product categories, higher cost levels, tax payments, debt payments, share repurchases, higher capital spending, interest cost increases greater than managements expectations, interest rate fluctuations, increases in debt or changes in credit ratings, or otherwise; the costs and availability of shipping and transport services; potential costs in the event of stockholder activism; and the Companys ability to maintain its business reputation and the reputation of its brands.
The Companys forward-looking statements in this Report are based on managements current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.
In this Report, unless the context requires otherwise, the terms the Company and Clorox refer to The Clorox Company and its subsidiaries.
21
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have not been any material changes to the Companys market risk since June 30, 2012. For additional information, refer to the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2012.
Item 4. Controls and Procedures
The Companys management, with the participation of the Companys chief executive officer and chief financial officer, evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the chief executive officer and chief financial officer concluded that the Companys disclosure controls and procedures, as of the end of the period covered by this Report, were effective such that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (ii) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.
No change in the Companys internal control over financial reporting occurred during the first fiscal quarter of the fiscal year ending June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
22
For information regarding Risk Factors, please refer to Item 1.A. in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2012.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth the purchases of the Companys securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the first quarter of fiscal year 2013.
[a] | [b] | [c] | [d] | |||||||
Period | Total Number
of Shares Purchased(1) |
Average Price
Paid per Share |
Total Number
of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||
July 1 to 31, 2012 | 1,280 | $ | 72.88 | - | $ | 821,030,117 | ||||
August 1 to 31, 2012 | 92,816 | $ | 72.31 | - | $ | 821,030,117 | ||||
September 1 to 30, 2012 | - | $ | - | - | $ | 821,030,117 | ||||
Total | 94,096 | $ | 72.32 | - | $ | 821,030,117 |
(1) | The total shares purchased in July 2012 and August 2012 relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted shares and the distribution of performance units. |
(2) | As of September 30, 2012, all of the $750,000,000 share repurchase program approved by the board of directors on May 18, 2011, remained available for repurchase, and $71,030,117 of the $750,000,000 share repurchase program approved by the board of directors on May 13, 2008, remained available for repurchase. On September 1, 1999, the Company announced a share repurchase program to reduce or eliminate dilution upon the issuance of shares pursuant to the Companys stock compensation plans. The program initiated in 1999 has no specified cap and, therefore, is not included in column [d] above. On November 15, 2005, the Board of Directors approved the extension of the 1999 program to reduce or eliminate dilution in connection with issuances of common stock pursuant to the Companys 2005 Stock Incentive Plan. None of these programs has a specified termination date. |
23
4.1 | Form of Fourth Supplemental Indenture, to be dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as trustee, (filed as Exhibit 4.1 to the Current Report on Form 8-K, filed September 11, 2012, incorporated herein by reference.) | |||
10.1 | Underwriting Agreement dated as of September 10, 2012 (filed as Exhibit 1.1 to the Current Report on Form 8-K, filed September 11, 2012, incorporated herein by reference.) | |||
10.2 | * | Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan dated as of September 11, 2012. | ||
31.1 | Certification by the Chief Executive Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification by the Chief Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32 | Certification by the Chief Executive Officer and Chief Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
101 | The following materials from The Clorox Companys Quarterly Report on Form 10-Q for the period ended September 30, 2012 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. |
(*) | Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this Report. |
24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE CLOROX COMPANY | |||
(Registrant) | |||
DATE: November 2, 2012 | BY | /s/ Susan A. Gentile | |
Susan A. Gentile | |||
Vice President Controller and | |||
Principal Accounting Officer |
25
EXHIBIT INDEX
Exhibit No.
10.2 | * | Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan dated as of September 11, 2012. | ||
31.1 | Certification by the Chief Executive Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification by the Chief Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32 | Certification by the Chief Executive Officer and Chief Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
101 | The following materials from The Clorox Companys Quarterly Report on Form 10-Q for the period ended September 3, 2012 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. | |||
(*) | Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this Report. |
26